|By Marketwired .||
|February 28, 2014 02:46 PM EST||
MEMPHIS, TN -- (Marketwired) -- 02/28/14 -- Verso Paper Corp. ("Verso") (NYSE: VRS) reported today that the previously announced exchange offers and consent solicitations of Verso Paper Holdings LLC and Verso Paper Inc. (collectively, the "Issuers") with respect to their outstanding 8.75% Second Priority Senior Secured Notes due 2019 (the "Second Lien Notes") and 11 3/8% Senior Subordinated Notes due 2016 (the "Subordinated Notes") expired pursuant to their terms at 5:00 p.m., New York City Time, on February 27, 2014. As of the expiration date, the minimum tender conditions for the exchange offers had not been satisfied. The Issuers have not accepted any of the Second Lien Notes or Subordinated Notes for exchange, and any notes tendered for exchange will be promptly returned to holders.
Prior to the expiration of the exchange offers, the Board of Directors of Verso and its representatives had engaged in a dialogue with certain holders purporting to beneficially own approximately 30.86% of the outstanding principal amount of the Second Lien Notes (the "Restricted Second Lien Noteholders"). In its efforts to be constructive and work toward exchange offer terms that would be mutually agreeable to all parties involved, Verso considered potential improvements to its initial offer in its discussions with the Restricted Second Lien Noteholders. These improvements included offering better terms on the exchange offer with respect to the exchange ratio, coupon on the New Second Lien Notes, and other terms that it believed would provide Second Lien Noteholders with a value that represented a substantial premium to the price of the notes prior to the launch of the exchange offers.
Nonetheless, the Restricted Second Lien Holders demonstrated an unwillingness to engage in constructive dialogue, despite the fact that, based on market quotations, the Second Lien Notes have already appreciated in value by approximately 80% (representing approximately $101 million in value creation to the Second Lien Noteholders) since the announcement of the proposed merger with NewPage Holdings Inc. ("NewPage"). The Restricted Second Lien Holders repeatedly demanded terms for the exchange offers that, Verso believes, would not have enabled Verso to consummate the exchange offers in a manner that satisfies the conditions to its previously announced Merger Agreement, dated January 3, 2014, by and among Verso, Verso Merger Sub Inc. and NewPage.
The communications from the Restricted Second Lien Holders further indicated that if Verso did not agree to effect the exchange offers substantially on the terms proposed by the Restricted Second Lien Holders, then the Restricted Second Lien Holders would immediately seek to disclose confidential information in order to enable them to trade freely in the Second Lien Notes and other securities of Verso. Given these facts, Verso questions the timing and content of the disclosure made this morning by the Restricted Second Lien Holders and questions whether they are interested in consummating an exchange offer or simply trading out of their securities at premium prices.
Verso continues to believe that the consummation of the exchange offers is in the best interests of all Verso stakeholders, including the holders of the Second Lien Notes and the Subordinated Notes. Consummation of the exchange offers would permit the merger with NewPage to be completed and would, Verso believes, deliver value to holders of Second Lien Notes and the Subordinated Notes substantially in excess of the value they would realize in the absence of the merger. Verso has notified NewPage of its failure to consummate the exchange offers and is exploring all options.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Verso Paper Corp. is a leading North American producer of coated papers, including coated groundwood and coated freesheet, and specialty products. Verso is headquartered in Memphis, Tennessee, and owns three paper mills located in Maine and Michigan. Verso's paper products are used primarily in media and marketing applications, including magazines, catalogs and commercial printing applications such as high-end advertising brochures, annual reports and direct-mail advertising. Additional information about Verso is available on its website at www.versopaper.com.
In this press release, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "intend" and similar expressions. Forward-looking statements are based on currently available business, economic, financial and other information and reflect management's current beliefs, expectations and views with respect to future developments and their potential effects on Verso. Actual results could vary materially depending on risks and uncertainties that may affect Verso and its business. For a discussion of such risks and uncertainties, please refer to Verso's filings with the Securities and Exchange Commission. Verso assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.
Sensors and effectors of IoT are solving problems in new ways, but small businesses have been slow to join the quantified world. They’ll need information from IoT using applications as varied as the businesses themselves. In his session at @ThingsExpo, Roger Meike, Distinguished Engineer, Director of Technology Innovation at Intuit, showed how IoT manufacturers can use open standards, public APIs and custom apps to enable the Quantified Small Business. He used a Raspberry Pi to connect sensors...
Feb. 10, 2016 07:00 PM EST Reads: 134
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
Feb. 10, 2016 04:00 PM EST Reads: 374
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
Feb. 10, 2016 04:00 PM EST Reads: 152
DevOps is not just last year’s buzzword. Companies with DevOps practices are 2.5x more likely to exceed profitability, market share, and productivity goals. But how do you enable high performance? What can you do right now to start? Find out from DevOps experts including Gene Kim, co-author of "The Phoenix Project," and the Dynatrace Center of Excellence.
Feb. 10, 2016 02:54 PM EST
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Feb. 10, 2016 02:30 PM EST Reads: 421
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 ad...
Feb. 10, 2016 02:30 PM EST Reads: 393
Recognizing the need to identify and validate information security professionals’ competency in securing cloud services, the two leading membership organizations focused on cloud and information security, the Cloud Security Alliance (CSA) and (ISC)^2, joined together to develop an international cloud security credential that reflects the most current and comprehensive best practices for securing and optimizing cloud computing environments.
Feb. 10, 2016 01:45 PM EST
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
Feb. 10, 2016 01:15 PM EST
SYS-CON Events announced today that Avere Systems, a leading provider of enterprise storage for the hybrid cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Avere delivers a more modern architectural approach to storage that doesn’t require the overprovisioning of storage capacity to achieve performance, overspending on expensive storage media for inactive data or the overbuilding of data centers ...
Feb. 10, 2016 12:45 PM EST
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
Feb. 10, 2016 12:15 PM EST Reads: 424
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
Feb. 10, 2016 12:00 PM EST Reads: 619
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
Feb. 10, 2016 11:00 AM EST Reads: 188
In most cases, it is convenient to have some human interaction with a web (micro-)service, no matter how small it is. A traditional approach would be to create an HTTP interface, where user requests will be dispatched and HTML/CSS pages must be served. This approach is indeed very traditional for a web site, but not really convenient for a web service, which is not intended to be good looking, 24x7 up and running and UX-optimized. Instead, talking to a web service in a chat-bot mode would be muc...
Feb. 10, 2016 11:00 AM EST Reads: 260
It's easy to assume that your app will run on a fast and reliable network. The reality for your app's users, though, is often a slow, unreliable network with spotty coverage. What happens when the network doesn't work, or when the device is in airplane mode? You get unhappy, frustrated users. An offline-first app is an app that works, without error, when there is no network connection.
Feb. 10, 2016 11:00 AM EST Reads: 209
SYS-CON Events announced today that AppNeta, the leader in performance insight for business-critical web applications, will exhibit and present at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. AppNeta is the only application performance monitoring (APM) company to provide solutions for all applications – applications you develop internally, business-critical SaaS applications you use and the networks that deli...
Feb. 10, 2016 10:45 AM EST Reads: 391